Schedule 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FKU/nvhWF4n0/oGkypjV353K8M/kn1ONXswyKPxt6kOar48Ki9B5aeZaPJxzsfnP 238V4RD7URj1LP+UyKqakw== 0001193125-05-023511.txt : 20050209 0001193125-05-023511.hdr.sgml : 20050209 20050209161850 ACCESSION NUMBER: 0001193125-05-023511 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TATE GEOFFREY CENTRAL INDEX KEY: 0001192512 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 4440 EL CAMINO REAL CITY: LOS ALTOS STATE: CA ZIP: 94022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAMBUS INC CENTRAL INDEX KEY: 0000917273 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943112828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53267 FILM NUMBER: 05588924 BUSINESS ADDRESS: STREET 1: 4440 EL CAMINO REAL CITY: LOS ALTOS STATE: CA ZIP: 94022 BUSINESS PHONE: 650-947-5000 MAIL ADDRESS: STREET 1: 4440 EL CAMINO REAL CITY: LOS ALTOS STATE: CA ZIP: 94022 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Rambus Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

750917106

(CUSIP Number)

February 9, 2005

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 750917106


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Geoffrey Tate
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.A.

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

5,225,656(a)

6. Shared Voting Power

60,000

7. Sole Dispositive Power

5,225,656(a)

8. Shared Dispositive Power

60,000


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 5,285,656
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9) 5.1%
12.		Type of Reporting Person (See Instructions) IN

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Item 1.

(a)

Name of Issuer

Rambus Inc.

(b)

Address of Issuer’s Principal Executive Offices

4440 El Camino Real, Los Altos, California 94022

Item 2.

(a)

Name of Person Filing

Geoffrey Tate

(b)

Address of Principal Business Office or, if none, Residence

4440 El Camino Real, Los Altos, California 94022

(c)

Citizenship

U.S.A.

(d)

Title of Class of Securities

Common Stock, $0.001 par value per share

(e)

CUSIP Number

750917106

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).



Item 4.	Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owed: 5,285,656 (a)(b)

	(b)	Percent of class: 5.1%

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	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote 5,225,656(a)

		(ii)	Shared power to vote or to direct the vote 60,000

		(iii)	Sole power to dispose or to direct the disposition of 5,225,656(a)

		(iv)	Shared power to dispose or to direct the disposition of 60,000

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Instruction: Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not applicable.

Item 8. Identification and Classification of Members of the Group

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

Not applicable.

Item 9. Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Not applicable.

(a)	Includes 2,420,400 options exercisable within 60 days of the date of this report.

(b)	Includes 60,000 shares held of record by Mr. Tate’s wife, Colleen Thygesen Tate, as Trustee for their children.

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Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 9, 2005

Date

/s/ Geoffrey Tate

Signature

Geoffrey Tate, Chairman of the Board of Directors

Name/Title

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